The Court held that the appointment of voluntary administrators was invalid because the directors' meeting was convened without the constitutionally required one clear Business Day's notice to all directors, but exercised the curative power under s 447A(1) of the Corporations Act to validate the appointment retrospectively. Key factors favouring validation included strong evidence of insolvency, the opposing director's failure over three weeks to adduce any credible evidence of solvency, deficient financial record-keeping, and the absence of demonstrated prejudice that could not be addressed by a subsequent application to remove the administrators. The Court confirmed that s 447C relief is purely declaratory and cannot cure an invalid appointment, while s 447A provides plenary curative power that can operate retrospectively to overcome procedural defects in the s 436A appointment process.
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